Common use of Separation Payments Clause in Contracts

Separation Payments. Employee and Employer agree as follows: (a) In consideration of Employee’s undertakings herein, including the waiver and general release of claims below, and in light of the parties’ prior agreements concerning payments upon termination set forth in Section 10 of Employee’s Employment Agreement, Employer will pay Employee separation payments (“Separation Payments”) in the total aggregate gross amount of Nine Hundred Fifty-One Thousand Three Hundred Thirty dollars ($951,330), less required withholdings. The Separation Payments represent an amount equal to (a) 150% of the Employee’s base salary ($618,075, the ‘‘Salary Payment”), (b) 150% of the Employee’s annual target bonus ($309,038, the “Bonus Payment”) and (c) a lump sum payment of $24,217 representing the present value of applicable medical, life and disability insurance coverage for eighteen (18) months following the Separation Date (the “Benefits Payment”). (b) The Salary Payment will be paid by salary continuation following the Separation Date in accordance with the normal payroll schedule of Employer over eighteen (18) months in equal payments, each in the gross amount of $34,337.50, commencing no earlier than thirty (30) days after the Separation Date. (c) The Bonus Payment will be paid as follows: $206,025.00 will be paid on the one-year anniversary of the Separation Date (February 10, 2016) and $103,013.00 will be paid on or about the eighteen-month anniversary of the Separation Date (August 10, 2016). (d) The Benefits Payment will be paid in a lump sum on the date that is thirty (30) days after the Separation Date. (e) Employee shall also remain entitled to receive a pro-rata bonus with respect to the 2015 fiscal year, based on the number of whole months worked in fiscal 2015 (including and through the end of February 2015) and determined by the Board of Directors of IASIS or an applicable committee thereof based on actual performance. The pro-rata bonus will be paid to Employee when bonuses are otherwise paid to active employees of the Employer, but not later than March 15, 2016. (f) All payments made by the Employer under this Agreement shall be reduced by any tax or other amounts required to be withheld by the Employer under applicable law. Employee acknowledges that he would not be entitled to the Separation Payments described in this Section 2 but for his execution of this Separation Agreement. (g) Employee acknowledges and agrees that he has received from Employer all of the money to which he is entitled from Employer for work performed for the Employer or otherwise through January 31, 2015. Employee will receive a check from Employer no later than five (5) business days from the Separation Date as payment for all of the money to which Employee is entitled for work performed for the Employer in February 2015, as well as pay for any vacation days Employee had earned, but not used, as of the Separation Date, determined in accordance with the Employer’s policy and as reflected in the books and records of Employer. Employee agrees that no further compensation other than as expressly set forth herein is owed to Employee. (h) No further severance, salary, vacation pay, sick pay, fringe benefits or other payments beyond those contemplated by this Section 2 shall be made by Employer to Employee, or demanded by Employee from Employer, in consideration for entering into this Separation Agreement, and Employee waives any and all claims he may have to receive any additional amounts from Employer arising from or in connection with his employment with Employer. (i) It is understood and agreed that this Agreement is in compromise of all existing, potential or disputed claims, and that the consideration paid to Employee is not to be construed as an admission of liability or any wrongdoing by Employer, or anyone acting through or on behalf of the Employer.

Separation Payments. Employee and Employer agree as follows:In exchange for Employee’s performance in accordance with the terms of this Release, the Company agrees to provide the following (collectively the “Separation Payments”): (a) Employee may keep the MacBook Pro Laptop provided to him for use during his employment, as well as the golf clubs provided to Employee through the Officer Club Program. All Company information shall be wiped from the laptop prior to release to Employee. In consideration addition, the Company cell phone number used by Employee while employed at the Company will be transferred to Employee following his final date of employment. If a cell phone (Company or personal) utilized by Employee has any Company information on it, all Company information shall be wiped from the phone on the final date of employment. These items are referred to herein collectively as the “Release Payment”. (b) Annual incentive payment for calendar year 2019, pro-rated for the period January 1, 2019 through August 30, 2019, at the incentive target percentage rate of 55% of Employee’s undertakings herein2019 annual base salary, including should an annual incentive payment be made to all other then-current officers of the waiver Company. Actual incentive payout will be calculated and general release adjusted based upon final calendar year corporate financial results relative to pre-determined performance metrics and associated payout modifiers at each level of claims belowperformance, and may result in light the final amount being lower or higher than the stated target amount. Payment, if any, shall be made when all other incentive payments are made, generally, in the first quarter of the parties’ prior agreements concerning payments upon termination set forth in Section 10 of Employee’s Employment Agreement, Employer will pay Employee separation payments 2020 (“Separation Payments”) in the total aggregate gross amount of Nine Hundred Fifty-One Thousand Three Hundred Thirty dollars ($951,330), less required withholdings. The Separation Payments represent an amount equal to (a) 150% of the Employee’s base salary ($618,075, the ‘‘Salary Payment”), (b) 150% of the Employee’s annual target bonus ($309,038, the “Bonus Payment”) and (c) a lump sum payment of $24,217 representing the present value of applicable medical, life and disability insurance coverage for eighteen (18) months following the Separation Date (the “Benefits Annual Incentive Payment”). (bc) Vesting of PSU’s granted to Employee on February 6, 2017 (Grant No. 02061703), which are scheduled to vest on February 6, 2020 (“Vested PSU’s”). The Salary Payment will payment of any performance-based long-term incentive compensation awards shall be paid by salary continuation following the Separation Date in accordance with the normal payroll schedule of Employer over eighteen (18) months in equal payments, each in the gross amount of $34,337.50, commencing no earlier than thirty (30) days after the Separation Date. (c) The Bonus Payment will be paid as follows: $206,025.00 will be paid on the one-year anniversary completion of the Separation Date (February 10relevant performance period and the evaluation of whether, 2016) and $103,013.00 will be paid on or about the eighteen-month anniversary degree to which, the performance criteria have been met. Except as otherwise expressly provided in Sections 4 and 5, the parties agree that each of the Separation Date (August 10, 2016). (d) The Benefits Payment will be paid in a lump sum on the date that is thirty (30) days after the Separation Date. (e) Employee shall also remain entitled to receive a pro-rata bonus with respect to the 2015 fiscal year, based on the number of whole months worked in fiscal 2015 (including their mutual promises and through the end of February 2015) and determined by the Board of Directors of IASIS or an applicable committee thereof based on actual performance. The pro-rata bonus will be paid to Employee when bonuses are otherwise paid to active employees of the Employer, but not later than March 15, 2016. (f) All payments made by the Employer obligations under this Agreement Release shall be reduced by any tax or other amounts required to be withheld by the Employer under applicable law. Employee acknowledges that he would not be entitled to the Separation Payments described in this Section 2 but for his execution of this Separation Agreement. (g) Employee acknowledges suffice as full and agrees that he has received from Employer all of the money to which he is entitled from Employer for work performed for the Employer or otherwise through January 31, 2015. Employee will receive a check from Employer no later than five (5) business days from the Separation Date as payment for all of the money to which Employee is entitled for work performed for the Employer in February 2015, as well as pay for any vacation days Employee had earned, but not used, as of the Separation Date, determined in accordance with the Employer’s policy and as reflected in the books and records of Employer. Employee agrees that no further compensation other than as expressly set forth herein is owed to Employee. (h) No further severance, salary, vacation pay, sick pay, fringe benefits or other payments beyond those contemplated by this Section 2 shall be made by Employer to Employee, or demanded by Employee from Employer, in adequate consideration for entering into their obligations under this Separation Agreement, and Employee waives any and all claims he may have to receive any additional amounts from Employer arising from or in connection with his employment with EmployerRelease. (i) It is understood and agreed that this Agreement is in compromise of all existing, potential or disputed claims, and that the consideration paid to Employee is not to be construed as an admission of liability or any wrongdoing by Employer, or anyone acting through or on behalf of the Employer.

Separation Payments. Employee DOV will pay ▇▇▇▇▇▇ on April 14, and Employer agree as follows28, 2006, his regular payroll check and on the next following payroll date, May 12, 2006, his regular payroll check through May 5, 2006, plus 18 days of accrued, unused vacation through the Separation Date. The Company will keep ▇▇▇▇▇▇ on medical and dental benefits until May 30, 2006, at which time he will then be eligible for COBRA. Other than the foregoing, and subject to the following sentence, ▇▇▇▇▇▇ agrees that he has received all salary and any other compensation or fringe benefits owed to him by DOV through the Separation Date, and agrees that he has no further claims against DOV for salary and any other compensation or fringe benefits through the Separation Date. However, in consideration of the promises made by ▇▇▇▇▇▇ in this Agreement, including the releases given by ▇▇▇▇▇▇ to DOV in Paragraphs 3 through 6 of this Agreement, the parties have agreed on the following post-termination benefits: (a) In consideration of Employee’s undertakings herein, including the waiver and general release of claims below, and in light DOV shall pay ▇▇▇▇▇▇ at regular payroll intervals his basic compensation as of the parties’ prior agreements concerning payments upon termination set forth in Section 10 Separation Date (based on his final basic compensation rate of Employee’s Employment Agreement$28,333.33 per month) for 15 months through August 5, Employer will pay Employee separation payments 2007 (such 15 month period referred to herein as the “Separation Payments”) in the total aggregate gross amount of Nine Hundred Fifty-One Thousand Three Hundred Thirty dollars ($951,330), less required withholdings. The Separation Payments represent an amount equal to (a) 150% of the Employee’s base salary ($618,075, the ‘‘Salary PaymentSeverance Period”), (b) 150% provided that if the parties agree that ▇▇▇▇▇▇ is a “specified employee” within the meaning of Section 409A of the Employee’s annual target bonus ($309,038Code, such payments will not commence for six months after the “Bonus Payment”) Separation Date and (c) DOV instead shall pay ▇▇▇▇▇▇ on November 6, 2006, a lump sum payment of $24,217 representing equal to six months’ basic compensation plus, to the present value of applicable extent deferred pursuant to subparagraph (b), a lump sum payment equal to the cost to maintain and/or continue (as applicable) for such six-month period the medical, life, dental and disability insurance benefits which are provided pursuant to subparagraph (b) below; (b) DOV shall (i) pay on ▇▇▇▇▇▇’▇ behalf (or if more administratively practicable, reimburse ▇▇▇▇▇▇ for) all premiums associated with the continuation of medical and dental insurance coverage for the duration of the Severance Period for ▇▇▇▇▇▇ and his eligible dependants pursuant to COBRA (subject to ▇▇▇▇▇▇’▇ proper election of and eligibility for such continuation coverage under COBRA); and (ii) provide ▇▇▇▇▇▇ with continuation for the duration of the Severance Period of the life and disability insurance coverage ▇▇▇▇▇▇ was receiving from DOV immediately prior to the Separation Date at no cost to ▇▇▇▇▇▇ (or, to the extent such continued coverage is not permitted under the applicable policies or law, shall pay premiums on ▇▇▇▇▇▇’▇ behalf not to exceed in the case of disability the premium payment rate that was paid by the Company prior to the Separation Date (or, if more administratively practicable, reimburse ▇▇▇▇▇▇ for all such premiums) associated with obtaining and providing ▇▇▇▇▇▇ with reasonably comparable life and disability insurance coverage for eighteen (18) months following the Separation Date (duration of the “Benefits Payment”Severance Period). (b) The Salary Payment will be paid by salary continuation following ; provided that, if the Separation Date parties agree that it is necessary to avoid a penalty tax under Section 409A of the Code, ▇▇▇▇▇▇ shall pay the entire cost of such benefits for the first six months, and DOV shall pay ▇▇▇▇▇▇ a lump sum payment of such costs in accordance with the normal payroll schedule of Employer over eighteen procedure set forth in subparagraph (18) months in equal payments, each in the gross amount of $34,337.50, commencing no earlier than thirty (30) days after the Separation Date.a); (c) The Bonus Payment will be paid as follows: $206,025.00 will be paid on the one-year anniversary of the Separation Date (February 10, 2016) and $103,013.00 will be paid on or about the eighteen-month anniversary of the Separation Date (August 10, 2016). (d) The Benefits Payment will be paid in a lump sum on the date that is thirty (30) days after the Separation Date. (e) Employee shall also remain entitled to receive a pro-rata bonus with respect to the 2015 fiscal year, based on the number of whole months worked in fiscal 2015 (including and through the end of February 2015) and determined by the Board of Directors of IASIS or an applicable committee thereof based on actual performance. The pro-rata bonus will be paid to Employee when bonuses are otherwise paid to active employees of the Employer, but not later than March 15, 2016. (f) All payments made by the Employer under this Agreement shall be reduced by any tax or other amounts required to be withheld by the Employer under applicable law. Employee acknowledges that he would not be entitled to the Separation Payments described in this Section 2 but for his execution of this Separation Agreement. (g) Employee acknowledges and agrees that he has received from Employer all of the money to which he is entitled from Employer for work performed for the Employer or otherwise through January 31, 2015. Employee will receive a check from Employer no later than five (5) business days from the Separation Date as payment for all of the money to which Employee is entitled for work performed for the Employer in February 2015, as well as pay for any vacation days Employee had earned, but not used, effective as of the Separation Date, determined in accordance with the Employer’s policy vesting of all stock options to acquire DOV stock held by ▇▇▇▇▇▇ that are unvested shall accelerate and as reflected in thereupon vest. It is the books parties’ intention that such options remain exercisable for the longest period permissible without causing ▇▇▇▇▇▇ to incur a penalty tax under Section 409A. Under current Internal Revenue Service proposed regulations, such options may, and records shall be exercisable up to and including December 31, 2007, provided that, if ▇▇▇▇▇▇ determines upon tax advice that an extension of Employer. Employee agrees that no further compensation other time to exercise to a date not later than as expressly set forth herein August 5, 2010, is owed permissible without incurring a penalty tax under Section 409A, such options shall be extended, to Employee.and including such later date given by notice to DOV; (hd) No further severancecommencing May 8, salary2006, vacation pay▇▇▇▇▇▇ shall be available upon reasonable notice to perform consulting services (as an independent contractor) of up to half-time during business days in May and June 2006 (the “Consulting Period”) for which DOV shall pay ▇▇▇▇▇▇ $200 per hour plus reasonable out-of-pocket expenses; and (e) if a replacement general counsel has not started employment with DOV during the above Consulting Period sufficient to permit a suitable transition orientation, sick payand starts employment on or prior to November 4, fringe benefits or other 2006, ▇▇▇▇▇▇ shall provide reasonable consulting services for such purpose at no charge. The foregoing severance payments beyond those contemplated by this Section 2 shall be made by Employer net of standard withholdings and authorized deductions, except that with respect to Employeeany consulting services performed during the Consulting Period, ▇▇▇▇▇▇ shall be an independent contractor and nothing herein, explicitly or implicitly, shall be deemed or construed to create a joint venture, partnership, agency or employee/employer relationship between ▇▇▇▇▇▇ and DOV with respect to the Consulting Period for any purpose, including but not limited to taxes or employee benefits. ▇▇▇▇▇▇ thus understands that he will be solely responsible for paying all federal, state and local taxes (including income tax, FICA, FUTA and other taxes that may be due) as a result of any consulting fees he receives pursuant to this Agreement; and that he will not accrue any benefits under, or demanded be covered by, any employee benefit plans of DOV (except for any continuation coverage as otherwise provided in subparagraph (b) above). The severance, insurance and other payments and benefits provided by Employee from EmployerDOV hereunder pursuant to subparagraphs (a)-(e) are subject to ▇▇▇▇▇▇’▇ signing and delivering this agreement to DOV. In the event of ▇▇▇▇▇▇’▇ death prior to full performance by DOV of its obligation hereunder, in consideration for entering into this Separation Agreementseverance and insurance payments if any yet to be paid, and Employee waives DOV options if any and all claims he may have not yet exercised, shall be paid to, or exercised by, his wife ▇▇▇▇ ▇▇▇▇▇▇ or if she dies to receive any additional amounts from Employer arising from his or in connection with his employment with Employer. (i) It is understood and agreed that this Agreement is in compromise of all existing, potential her legal representative or disputed claims, and legatee. ▇▇▇▇▇▇ acknowledges that the consideration paid to Employee is not payments and benefits to be construed as an admission provided pursuant to subparagraphs (a)-(e) are payments and benefits to which he would not otherwise be entitled absent his agreement to and compliance with the terms and conditions of liability or any wrongdoing by Employer, or anyone acting through or on behalf of the Employerthis Agreement.

Separation Payments. Provided that Employee delivers to the Company a signed original of this Agreement after the Termination Date and Employer agree as follows: (awithin the time period described in Paragraph 6(b) In consideration of this Agreement and does not revoke this Agreement, and subject to Employee’s undertakings hereincompliance with the Non-Disclosure of Confidential Information, including Return of Property, Non-Disparagement, Intellectual Property Rights and Non-Solicitation provisions of the waiver Employment Agreement and general release Paragraph 9 (Confidentiality and Non-Disclosure of claims belowCompany Information) of this Agreement, the Company will pay and provide Employee, and in light Employee will accept, as and on behalf of Releasor from the parties’ prior agreements concerning Company on behalf of each Releasee, the following payments upon termination set forth in Section 10 of Employee’s Employment Agreement, Employer will pay Employee separation payments and benefits (“Separation Payments”) in consideration for Employee’s release of claims against the total aggregate gross Company and Releasees as set forth in this Agreement, Employee’s agreeing to the covenants set forth in Paragraph 9 of this Agreement, and the other promises and obligations set forth in this Agreement: (i) severance pay in the amount of Nine Hundred Fifty-One Thousand Three Hundred Thirty dollars $500,000, payable in substantially equal monthly installments consistent with the Company’s payroll practices; (ii) vesting of options to purchase 12,500 shares of Company stock that were awarded to Employee pursuant to the Employee Nonqualified Option Award Agreement between Employee and the Company dated as of August 16, 2013 (the “August Stock Option Agreement”); (iii) vesting of 8,333 shares of Restricted Stock that were awarded to Employee pursuant to the Restricted Stock Award Agreement between Employee and the Company dated as of August 16, 2013 (the “August Restricted Stock Agreement”); (iv) payment of $951,330)62,000, less required withholdings. The Separation Payments represent an amount equal to (a) 150which is 50% of the unpaid deferred cash portion of Employee’s base salary 2013 Annual Bonus; ($618,075v) vesting of options to purchase 7,773 shares of Company stock that were awarded to Employee pursuant to the Employee Nonqualified Option Award Agreement between Employee and the Company dated as of December 2, 2013 (the (vi) “December Stock Option Agreement,” and together with the ‘‘Salary Payment”), (b) 150% of the Employee’s annual target bonus ($309,038August Stock Option Agreement, the “Stock Option Agreements”); (vii) vesting of 19,360 shares of Restricted Stock that were awarded to Employee pursuant to the Restricted Stock Award Agreement between Employee and the Company dated as of December 2, 2013 (the “December Restricted Stock Agreement,” and together with the August Restricted Stock Agreement, the “Restricted Stock Agreements”); (viii) eligibility for an Annual Bonus Payment”for the fiscal year ending September 30, 2014, which shall be paid (for the cash portion of any such bonus) or granted (for the equity portion of any such bonus) on the same terms and at the same time as other executives, except that (cA) Employee shall only be entitled to 50% of any deferred cash component of the Annual Bonus, if any, which shall be paid as a lump sum payment of $24,217 representing the present value of applicable medical, life and disability insurance coverage for eighteen made within seventy-four (18) months following the Separation Date (the “Benefits Payment”). (b) The Salary Payment will be paid by salary continuation following the Separation Date in accordance with the normal payroll schedule of Employer over eighteen (18) months in equal payments, each in the gross amount of $34,337.50, commencing no earlier than thirty (3074) days after the Separation Date. (c) The Bonus Payment will be paid as follows: $206,025.00 will be paid on the one-year anniversary of the Separation Date (February 10, 2016) and $103,013.00 will be paid on or about the eighteen-month anniversary of the Separation Date (August 10, 2016). (d) The Benefits Payment will be paid in a lump sum on the date that is thirty (30) days after the Separation Date. (e) Employee shall also remain entitled to receive a pro-rata bonus with respect to the 2015 fiscal year, based on the number of whole months worked in fiscal 2015 (including and through the end of February 2015the fiscal year for which it is awarded (notwithstanding any provision of Section 5(c)(ii) of the Employment Agreement, or Section 3(b) of this Agreement, providing for earlier payment), (B) only 50% of the equity grant (restricted stock and determined by options) otherwise calculated pursuant to Appendix A of the Board of Directors of IASIS or an applicable committee thereof based on actual performance. The pro-rata bonus Employment Agreement will be paid to awarded, and (C) such equity grant shall be granted, and will be vested, as of the date the Annual Bonus is awarded; and (ix) if Employee when bonuses are otherwise paid to elects health insurance continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), then the Company will reimburse Employee for the cost of COBRA premiums in excess of the cost of such benefits that active employees of the EmployerCompany are required to pay for a period of twelve (12) months or until Employee obtains individual or family coverage through another employer, but whichever comes first (the “COBRA Period”), subject to the conditions that: (A) Employee is responsible for immediately notifying the Company if Employee obtains alternative insurance coverage, (B) Employee will be responsible for the entire COBRA premium amount after the end of the COBRA Period; (C) if Employee declines COBRA coverage, then the Company will not later than March 15make any alternative payment to Employee in lieu of paying for COBRA premiums, 2016. and (fD) All such COBRA reimbursement payments made by the Employer under this Agreement shall be reduced by any paid on an after tax or other amounts required to be withheld by the Employer under applicable law. Employee acknowledges that he would not be entitled basis as additional taxable compensation to the Separation Payments described in this Section 2 but for his execution of this Separation Agreement. (g) Employee acknowledges and agrees that he has received from Employer all of the money to which he is entitled from Employer for work performed for the Employer or otherwise through January 31, 2015. Employee will receive a check from Employer no later than five (5) business days from the Separation Date as payment for all of the money to which Employee is entitled for work performed for the Employer in February 2015, as well as pay for any vacation days Employee had earned, but not used, as of the Separation Date, determined in accordance with the Employer’s policy and as reflected in the books and records of Employer. Employee agrees that no further compensation other than as expressly set forth herein is owed to Employee. (h) No further severance, salary, vacation pay, sick pay, fringe benefits or other payments beyond those contemplated by this Section 2 shall be made by Employer to Employee, or demanded by Employee from Employer, in consideration for entering into this Separation Agreement, and Employee waives any and all claims he may have to receive any additional amounts from Employer arising from or in connection with his employment with Employer. (i) It is understood and agreed that this Agreement is in compromise of all existing, potential or disputed claims, and that the consideration paid to Employee is not to be construed as an admission of liability or any wrongdoing by Employer, or anyone acting through or on behalf of the Employer.

Separation Payments. Employee Upon your termination of employment, you will be entitled to the following payments and Employer agree as follows:benefits (in each case, less applicable withholdings): (a) In consideration Pursuant to Section 5(a) of Employee’s undertakings herein, including the waiver and general release of claims below, and in light of the parties’ prior agreements concerning payments upon termination set forth in Section 10 of Employee’s your Employment Agreement, Employer the Company will pay Employee separation payments you, within ten (“Separation Payments”10) in days after the total aggregate gross amount Termination Date, a cash lump sum of Nine Hundred Fifty-One Thousand Three Hundred Thirty dollars ($951,330)4,304,114, less required withholdings. The Separation Payments represent an amount which is equal to three (a3) 150% times the sum of (x) your current base annual salary and (y) the average of the Employee’s base salary ($618,075bonuses, deferred compensation and incentive compensation earned by you for the ‘‘Salary Payment”)2013, (b) 150% of the Employee’s annual target bonus ($309,038, the “Bonus Payment”) 2012 and (c) a lump sum payment of $24,217 representing the present value of applicable medical, life and disability insurance coverage for eighteen (18) months following the Separation Date (the “Benefits Payment”).2011 calendar years; (b) The Salary Payment Pursuant to Section 5(a) of your Employment Agreement, the Company will be paid by salary continuation following pay you the Separation Date amounts outstanding in the deferred compensation accounts described in Sections 4(b)(i) and 4(b)(ii) of your Employment Agreement, in accordance with your payment elections on file with the Company (with the payments described in Section 4(b)(ii) subject to the six-month delay described therein); (c) Pursuant to Section 5(a) of your Employment Agreement, the Company will provide the life and health insurance benefits and other benefits in accordance with the normal payroll schedule terms of Employer over eighteen Section 5(a) and Section 4(c) of the Employment Agreement; (18d) months On the date the release in equal paymentsParagraph 3 below becomes effective, each the Company will cause to become fully vested all of the outstanding, unvested (x) restricted stock units (“RSUs”) granted to you under the Company’s equity compensation plans, and (y) stock appreciation rights (“SARs”) granted to you under the Company’s equity compensation plans (other than SARs granted to you in 2014, which shall not be accelerated and shall be canceled as of the gross amount Termination Date). Such vested RSUs will be settled in accordance with their terms, within ten (10) days following the Termination Date (subject to the effectiveness of $34,337.50the release described in Paragraph 3), commencing no earlier than thirty and such vested SARs will remain exercisable, in accordance with their terms, for ninety (3090) days after the Separation Date. (c) The Bonus Payment will be paid as follows: $206,025.00 will be paid on the one-year anniversary of the Separation Termination Date (February 10, 2016) and $103,013.00 will be paid on or about the eighteen-month anniversary of the Separation Date (August 10, 2016their earlier expiration). (d) The Benefits Payment will be paid in a lump sum on the date that is thirty (30) days after the Separation Date.; (e) Employee shall also remain entitled Pursuant to receive a pro-rata bonus with respect to the 2015 fiscal year, based on the number of whole months worked in fiscal 2015 (including and through the end of February 2015) and determined by the Board of Directors of IASIS or an applicable committee thereof based on actual performance. The pro-rata bonus will be paid to Employee when bonuses are otherwise paid to active employees Section 8 of the EmployerConMed Corporation 2014 Executive Bonus Plan, the Company will pay you the 20% “holdback” ($157,241) from the 2013 Bonus Plan, in accordance with the terms of the 2014 Executive Bonus Plan, at the time when other similarly situated executives receive such holdback payments but not in no event later than March 15, 2016.2015, provided that 2014 adjusted EPS is not less than $1.66; and (f) All payments made by The Company will pay you within 10 (ten) days after the Employer under this Agreement shall be reduced by any tax or other amounts required to be withheld by the Employer under applicable law. Employee acknowledges that he would not be entitled to the Separation Payments described in this Section 2 but for his execution of this Separation Agreement. (g) Employee acknowledges and agrees that he has received from Employer all of the money to which he is entitled from Employer for work performed for the Employer or otherwise through January 31, 2015. Employee will receive a check from Employer no later than five (5) business days from the Separation Date as payment for all of the money to which Employee is entitled for work performed for the Employer in February 2015, as well as pay for any vacation days Employee had earned, but not used, as of the Separation Termination Date, determined (i) any earned but unpaid annual base salary, (ii) any unreimbursed business expenses, in accordance with the EmployerCompany’s policy applicable expense reimbursement policies and as reflected in the books and records (iii) one (1) week of Employer. Employee agrees that no further compensation other than as expressly set forth herein is owed to Employee. (h) No further severance, salary, vacation pay, sick pay, fringe benefits or other payments beyond those contemplated by this Section 2 shall be made by Employer to Employee, or demanded by Employee from Employeraccrued but unused vacation, in consideration for entering into accordance with the Company’s practices. You will only be entitled to receive the benefits in Paragraph 2(d) above if you sign this Separation AgreementLetter Agreement and do not revoke any part of the general release and waiver of Claims in Paragraph 3 within the 7-day revocation period described below, and Employee waives if you do revoke any and all claims he may have to receive any additional amounts from Employer arising from or in connection with his employment with Employer. (i) It is understood and agreed that this Agreement is in compromise of all existing, potential or disputed claims, and that the consideration paid to Employee is not to be construed as an admission of liability or any wrongdoing by Employer, or anyone acting through or on behalf part of the Employergeneral release and waiver of Claims in Paragraph 3, the Company will have no obligation to provide the accelerated vesting in Paragraph 2(d) above or otherwise.

Separation Payments. Employee Subject to the Executive’s execution and Employer agree non-revocation of the release of claims against the Company attached hereto as followsExhibit A (the “Release”) within 30 days following the Resignation Date and the Executive’s continued compliance with the Restrictive Covenants in accordance with Section 12 of the Employment Agreement, the Company shall make the following payments in the manner and time frames described below: (a) In consideration the prorata retention payment of Employee’s undertakings herein, including the waiver and general release of claims below, and in light $63,800 pursuant to section 9(b) of the parties’ prior agreements concerning payments upon termination set forth Employment Agreement payable in Section 10 of Employee’s Employment Agreement, Employer will pay Employee separation payments a lump sum no later than 30 days following the Resignation Date; (“Separation Payments”b) in the total aggregate gross amount of Nine Hundred Fifty-One Thousand Three Hundred Thirty dollars ($951,330), less required withholdings. The Separation Payments represent an amount equal to (athe annual bonus that would have been paid to the Executive with respect to the Company’s 2011 fiscal year pursuant to Section 4(b)(i) 150% of the Employee’s base salary ($618,075, Employment Agreement had the ‘‘Salary Payment”), (b) 150% Executive remained employed through the date on which annual bonuses are paid to senior executives of the Employee’s annual target bonus ($309,038Company generally, the “Bonus Payment”) and (c) a lump sum payment of $24,217 representing the present value of applicable medical, life and disability insurance coverage for eighteen (18) months following the Separation Date (the “Benefits Payment”). (b) The Salary Payment will be paid by salary continuation following the Separation Date in accordance with the normal payroll schedule actual payment to be based upon the achievement of Employer over eighteen the applicable performance goals (18and determined based on the exercise of negative discretion no less favorable to the Executive than that exercised with respect to active senior executives of the Company generally) months with such bonus to be payable no later than March 15, 2012; provided, however, that any amount payable pursuant to the preceding clause shall be reduced by the Guaranteed Bonus Payments (as defined in equal paymentsthe Employment Agreement), each in the gross amount of $34,337.5043,750, commencing no earlier than thirty (that have been paid to the Executive on or about March 31, 2011 and June 30) days after the Separation Date. (c) The Bonus Payment will be paid as follows: $206,025.00 will be paid on the one-year anniversary of the Separation Date (February 10, 2016) 2011 and $103,013.00 will be paid on or about September 30, 2011 and December 31, 2011 (which, subject to the eighteen-month anniversary proviso below, shall be paid as if the Executive remained employed through each such payment date), in each case pursuant to the terms and conditions of the Separation Date executive retention program; provided, further, however, that the bonus payments under this Section 2(b), other than the bonus payments that would otherwise be due to the Executive under Section 9(a) of the Employment Agreement, are subject to the Executive continuing to provide services pursuant to the Consulting Agreement between the Executive and the Company, dated as of August 25, 2011 (August 10the “Consulting Agreement”), 2016).through December 31, 2011; and (dc) The Benefits Payment will to the extent unvested as of the Resignation Date, the Executive’s Initial LTIP Award shall fully vest and become non-forfeitable upon the Resignation Date, but shall be paid in at such time as the Initial LTIP Award would otherwise have been paid had the Executive remained employed with the Company (the earlier of (i) immediately prior to a lump sum Change of Control or (ii) on the date that is thirty (30) days after the Separation Date. (e) Employee shall also remain entitled to receive a pro-rata bonus with respect to the 2015 fiscal yearJanuary 26, based on the number of whole months worked in fiscal 2015 (including and through the end of February 2015) and determined by the Board of Directors of IASIS or an applicable committee thereof based on actual performance2012). The pro-rata bonus will be paid to Employee when bonuses are otherwise paid to active employees of the Employer, but not later than March 15, 2016. (f) All Any payments made by the Employer under this Agreement shall be reduced by any tax or other amounts required to be withheld by the Employer under applicable law. Employee acknowledges that he would not be entitled to the Separation Payments described in this Section 2 but to the Executive shall not be taken into account for his execution purposes of this Separation Agreement. any retirement plan (gincluding any supplemental retirement plan or arrangement) Employee acknowledges and agrees that he has received from Employer all of the money to which he is entitled from Employer for work performed for the Employer or otherwise through January 31, 2015. Employee will receive a check from Employer no later than five (5) business days from the Separation Date as payment for all of the money to which Employee is entitled for work performed for the Employer in February 2015, as well as pay for any vacation days Employee had earned, but not used, as of the Separation Date, determined in accordance with the Employer’s policy and as reflected in the books and records of Employer. Employee agrees that no further compensation other than as expressly set forth herein is owed to Employee. (h) No further severance, salary, vacation pay, sick pay, fringe benefits or other payments beyond those contemplated benefit plan sponsored by this Section 2 shall be made the Company, except as otherwise expressly required by Employer to Employee, such plans or demanded by Employee from Employer, in consideration for entering into this Separation Agreement, and Employee waives any and all claims he may have to receive any additional amounts from Employer arising from or in connection with his employment with Employerapplicable law. (i) It is understood and agreed that this Agreement is in compromise of all existing, potential or disputed claims, and that the consideration paid to Employee is not to be construed as an admission of liability or any wrongdoing by Employer, or anyone acting through or on behalf of the Employer.

Separation Payments. In consideration of the promises and covenants made by Employee in this Agreement, including the general waiver and Employer agree as followsrelease of claims which forms a material part of this Agreement and Employee’s compliance with all of the terms and conditions of this Agreement, and conditioned on Employee’s timely execution and non-revocation of this Agreement, the Company will make the following “Separation Payments” pursuant to the Severance Plan and the outstanding award agreements governing Employee’s outstanding equity awards consistent with a termination without cause pursuant to such plans and agreements: (a) In consideration the Company will pay to Employee the prorated portion of Employee’s undertakings herein, including annual short term cash incentive bonus payable pursuant to the waiver STIP that will be determined to be payable for calendar year 2025 based on actual performance attainment and general release of claims below, and in light of the parties’ prior agreements concerning payments upon termination set forth in Section 10 of Employee’s Employment Agreement, Employer will pay Employee separation payments (“Separation Payments”) in the total aggregate gross amount of Nine Hundred Fifty-One Thousand Three Hundred Thirty dollars ($951,330), less required withholdings. The Separation Payments represent an amount equal to (a) 150% of prorated based on the Employee’s base salary ($618,075, the ‘‘Salary Payment”), (b) 150% days of the Employee’s annual target bonus ($309,038, the “Bonus Payment”) and (c) a lump sum payment of $24,217 representing the present value of applicable medical, life and disability insurance coverage for eighteen (18) months following service during calendar year 2025 through the Separation Date (the “Benefits Payment”). (b) The Salary Payment will as a one-time, lump-sum payment, less all applicable and legally required withholdings and deductions, to be paid by salary continuation following the Separation Date in accordance with the normal payroll schedule of Employer over eighteen (18) months in equal payments, each in the gross amount of $34,337.50, commencing no earlier than thirty (30) days after the Separation Date. (c) The Bonus Payment will be paid as follows: $206,025.00 will be paid on the one-year anniversary of the Separation Date (February 10, 2016) and $103,013.00 will be paid on or about the eighteen-month anniversary of the Separation Date (August 10, 2016). (d) The Benefits Payment will be paid in a lump sum on the date that is thirty (30) days after the Separation Date. (e) Employee shall also remain entitled to receive a pro-rata bonus with respect to the 2015 fiscal year, based on the number of whole months worked in fiscal 2015 (including and through the end of February 2015) and determined by the Board of Directors of IASIS or an applicable committee thereof based on actual performance. The pro-rata bonus will be paid to Employee out when bonuses are otherwise paid to active employees of the Employer, similarly situated executives but not no later than March 15, 2016.2026; (b) the Company will pay to Employee severance in the amount of $1,158,300 as a one-time, lump-sum payment, less all applicable and legally required withholdings and deductions, to be paid within sixty (60) days following the Separation Date; (c) the Company will vest and settle with Employee: (i) 1,736 shares of time-based restricted stock units under the Mativ Holdings, Inc. 2015 Long-term Incentive Plan (“2015 LTIP”) granted on February 16, 2023, (ii) 4,792 shares of time-based restricted stock units under the Mativ Holdings, Inc. 2024 Equity and Incentive Plan (“2024 LTIP”) granted on February 13, 2024, and (iii) 1,602 shares of time-based restricted stock units under the Mativ Holdings, Inc. 2024 Equity and Incentive Plan (“2025 LTIP”) granted on March 19, 2025, for a total of 8,130 shares of time-based restricted stock units constituting a prorated portion of his unvested time-based restricted stock unit award agreements under the 2015 LTIP and 2024 LTIP, subject to the terms and conditions of such plan and agreements; (d) the Company will vest and settle with Employee: (i) 4,102 shares of performance-based restricted stock units under the 2015 LTIP granted on February 16, 2023, (ii) 11,321 shares of performance-based restricted stock units under the 2024 LTIP granted on February 13, 2024, and (iii) 2,403 shares of performance-based restricted stock units under the 2025 LTIP granted on March 19, 2025, for a total of 17,826 shares of performance-based restricted stock units constituting a prorated portion of his unvested performance-based restricted stock units award agreements under the 2015 LTIP and 2024 LTIP and based on average completed performance; (e) the Company will pay to Employee a one-time, lump-sum payment of $25,000, less all applicable and legally required withholdings and deductions, for professional outplacement services, to be paid within sixty (60) days following the Separation Date; and (f) All payments made by the Employer under this Agreement shall Company will pay to Employee a lump-sum payment equal to, $46,682.10, which amount is equal to the monthly premiums that Employee would be reduced by any tax or other amounts required to be withheld by pay if he elected continuation coverage under the Employer Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) under applicable law. the medical and dental plans of the Company in which the Employee acknowledges that he would not be entitled to was participating immediately before the Separation Payments described Date based upon the premium rates in this Section 2 but for his execution effect as of this the Separation AgreementDate, multiplied by eighteen (18), to be paid within sixty (60) days following the Separation Date. (g) Employee acknowledges and agrees that he has received from Employer all of the money to which he is entitled from Employer for work performed for the Employer or otherwise through January 31, 2015. Employee will receive a check from Employer no later than five (5) business days from the Separation Date as payment for all of the money to which Employee is entitled for work performed for the Employer in February 2015, as well as pay not eligible for any vacation days Employee had earned, but not used, as of the Separation Date, determined in accordance with the Employer’s policy and as reflected in the books and records of Employer. Employee agrees that no further compensation payments or benefits other than as provided in this Agreement and expressly set forth herein acknowledges that he is owed to Employeenot eligible for any additional equity interests other than the interests already owned by Employee or otherwise specified herein. (h) No further severance, salary, vacation pay, sick pay, fringe benefits or Notwithstanding any other payments beyond those contemplated by this Section 2 shall be made by Employer to Employee, or demanded by Employee from Employer, in consideration for entering into this Separation Agreement, and Employee waives any and all claims he may have to receive any additional amounts from Employer arising from or in connection with his employment with Employer. (i) It is understood and agreed that provision of this Agreement is in compromise of all existingto the contrary, potential or disputed claims, and Employee expressly agrees that the consideration any compensation paid to Employee pursuant to this Agreement that is not or becomes subject to recovery under any law, government regulation, stock exchange listing or Company clawback policy requirement will be subject to such deductions and clawback as may be required to be construed as an admission of liability made pursuant to such law, government regulation, stock exchange listing or any wrongdoing by Employer, or anyone acting through or on behalf of the Employerpolicy.

Separation Payments. In consideration of the promises and covenants made by Employee in this Agreement, including the general waiver and Employer agree as followsrelease of claims which forms a material part of this Agreement and Employee’s compliance with all of the terms and conditions of this Agreement, and conditioned on Employee’s timely execution and non-revocation of this Agreement, the Company will make the following “Separation Payments” pursuant to the Severance Plan and the outstanding award agreements governing Employee’s outstanding equity awards consistent with a termination without cause pursuant to such plans and agreements: (a) In consideration the Company will pay to Employee the prorated portion of Employee’s undertakings herein, including annual short term cash incentive bonus payable pursuant to the waiver STIP that will be determined to be payable for calendar year 2025 based on actual performance attainment and general release of claims below, and in light of the parties’ prior agreements concerning payments upon termination set forth in Section 10 of Employee’s Employment Agreement, Employer will pay Employee separation payments (“Separation Payments”) in the total aggregate gross amount of Nine Hundred Fifty-One Thousand Three Hundred Thirty dollars ($951,330), less required withholdings. The Separation Payments represent an amount equal to (a) 150% of prorated based on the Employee’s base salary ($618,075days of service during calendar year 2025 through the Separation Date as a one-time, the ‘‘Salary Payment”)lump-sum payment, less all applicable and legally required withholdings and deductions, to be paid out when bonuses are paid to similarly situated executives but no later than March 15, 2026; (b) 150% the Company will pay to Employee severance in the amount of $4,360,200 as a one-time, lump-sum payment, less all applicable and legally required withholdings and deductions, to be paid within sixty (60) days following the Employee’s annual target bonus ($309,038, the “Bonus Payment”) and Separation Date; (c) the Company will vest and settle with Employee: (i) 1,069 shares of time-based restricted stock units under the Mativ Holdings, Inc. 2015 Long-term Incentive Plan (“2015 LTIP”) granted on February 16, 2023, and (ii) 22,776 shares of time-based restricted stock units under the Mativ Holdings, Inc. 2024 Equity and Incentive Plan (“2024 LTIP”) granted on February 13, 2024, for a lump total of 23,845 shares of time-based restricted stock units constituting a prorated portion of her unvested time-based restricted stock unit award agreements under the 2015 LTIP and 2024 LTIP, subject to the terms and conditions of such plan and agreements; (d) the Company will vest and settle with Employee: (i) 26,102 shares of performance-based restricted stock units under the 2015 LTIP granted on February 16, 2023, and (ii) 53,805 shares of performance-based restricted stock units under the 2024 LTIP granted on February 13, 2024, for a total of 79,907 shares of performance-based restricted stock units constituting a prorated portion of her unvested performance-based restricted stock units award agreements under the 2015 LTIP and 2024 LTIP and based on average completed performance; (e) the Company will pay to Employee a one-time, lump-sum payment of $24,217 representing the present value of 25,000, less all applicable medicaland legally required withholdings and deductions, life and disability insurance coverage for eighteen professional outplacement services, to be paid within sixty (1860) months days following the Separation Date (the “Benefits Payment”).Date; and (bf) The Salary Payment the Company will pay to Employee a lump-sum payment equal to the monthly premiums that Employee would be paid by salary required to pay if she elected continuation following coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) under the medical and dental plans of the Company in which the Employee was participating immediately before the Separation Date based upon the premium rates in accordance with effect as of the normal payroll schedule of Employer over eighteen Separation Date, multiplied by twenty-four (18) months in equal payments24), each in the gross amount of $34,337.50, commencing no earlier than thirty to be paid within sixty (3060) days after following the Separation Date. (cg) The Bonus Payment will be paid as follows: In addition, upon presentation of appropriate documentation, the Company shall pay Employee’s reasonable counsel fees, not to exceed $206,025.00 will be paid on 10,000, incurred in connection with the one-year anniversary negotiation and documentation of this Agreement, and matters related hereto, payable within sixty (60) days following the Separation Date (February 10Date; provided, 2016) however, that in the event the Company requests that Employee submit invoices associated with such legal representation to substantiate the reimbursement of reasonable attorneys’ fees and $103,013.00 will costs, Employee shall be paid on or about the eighteenpermitted to redact such legal invoices to protect and preserve attorney-month anniversary of the Separation Date (August 10, 2016)client privilege. (d) The Benefits Payment will be paid in a lump sum on the date that is thirty (30) days after the Separation Date. (e) Employee shall also remain entitled to receive a pro-rata bonus with respect to the 2015 fiscal year, based on the number of whole months worked in fiscal 2015 (including and through the end of February 2015) and determined by the Board of Directors of IASIS or an applicable committee thereof based on actual performance. The pro-rata bonus will be paid to Employee when bonuses are otherwise paid to active employees of the Employer, but not later than March 15, 2016. (f) All payments made by the Employer under this Agreement shall be reduced by any tax or other amounts required to be withheld by the Employer under applicable law. Employee acknowledges that he would not be entitled to the Separation Payments described in this Section 2 but for his execution of this Separation Agreement. (gh) Employee acknowledges and agrees that he has received from Employer all of the money to which he is entitled from Employer for work performed for the Employer or otherwise through January 31, 2015. Employee will receive a check from Employer no later than five (5) business days from the Separation Date as payment for all of the money to which Employee is entitled for work performed for the Employer in February 2015, as well as pay not eligible for any vacation days Employee had earned, but not used, as of the Separation Date, determined in accordance with the Employer’s policy and as reflected in the books and records of Employer. Employee agrees that no further compensation payments or benefits other than as provided in this Agreement and expressly set forth herein acknowledges that she is owed to Employee. (h) No further severance, salary, vacation pay, sick pay, fringe benefits or not eligible for any additional equity interests other payments beyond those contemplated by this Section 2 shall be made by Employer to Employee, or demanded than the interests already owned by Employee from Employer, in consideration for entering into this Separation Agreement, and Employee waives any and all claims he may have to receive any additional amounts from Employer arising from or in connection with his employment with Employerotherwise specified herein. (i) It is understood and agreed that this Agreement is in compromise of all existing, potential or disputed claims, and that the consideration paid to Employee is not to be construed as an admission of liability or any wrongdoing by Employer, or anyone acting through or on behalf of the Employer.

Separation Payments. Employee In consideration of the covenants set forth herein and Employer agree as follows:the Effective Date and the Re-Execution Effective Date, the Company will provide you with the following payments and benefits (collectively, the “Separation Payments”): (a) In consideration of Employee’s undertakings herein, including the waiver and general release of claims below, and in light of the parties’ prior agreements concerning payments upon termination set forth in Section 10 of Employee’s Employment Agreement, Employer will pay Employee separation payments (“Separation Payments”) in the total an aggregate gross amount of Nine Hundred Fifty-One Thousand Three Hundred Thirty dollars $1,577,000 ($951,330the “Severance”), less all applicable withholdings and authorized or required withholdings. The deductions, which will be paid to you in installments, with the first installment of $788,500 paid on the sixtieth (60th) calendar day following the Separation Payments represent an amount equal to Date (a) 150% provided that the Re-Execution Effective Date occurs), and the remaining $788,500 paid in installments of $197,125 on each of the Employee’s base salary ($618,075three, four, five and six month anniversaries of the ‘‘Salary Payment”), Separation Date; (b) 150% of to the Employeeextent you timely elect COBRA continuation coverage under the Company’s annual target bonus ($309,038group insurance plans, the “Bonus Payment”Company will reimburse you for the amount of COBRA continuation premiums (less required co-pay) and until the earlier of (ci) a lump sum payment of $24,217 representing the present value of applicable medical, life and disability insurance coverage for eighteen (18) 12 months following the Separation Date and (ii) such time as you are no longer eligible for COBRA continuation coverage (with you being required to notify the “Benefits Payment”Company within one week after becoming eligible for group medical coverage from another employer). (b) The Salary Payment will be paid by salary continuation following the Separation Date in accordance with the normal payroll schedule of Employer over eighteen (18) months in equal payments, each in the gross amount of $34,337.50, commencing no earlier than thirty (30) days after the Separation Date.; (c) The Bonus Payment the Company will reimburse you for (i) financial counseling services for 12 months following the Separation Date, subject to a maximum benefit of $30,000, and (ii) outplacement counseling services for 12 months following the Separation Date, subject to a maximum benefit of $30,000. You will be paid responsible for selecting any financial counseling advisors and any outplacement services providers; (d) the option to purchase 66,000 shares of the Company’s Common Stock that was granted to you under the Company’s Management Incentive Plan and the Stock Option Award Agreement thereunder, dated as follows: $206,025.00 of May 4, 2017 (the “Option Agreement”), will be paid fully vest on the one-year Separation Date and will remain exercisable until it expires on the second anniversary of the Separation Date; (e) at your election as indicated on the signature page hereto (provided that the Re-Execution Effective Date occurs), either (February 10i) a cash payment of $155,540, 2016less all applicable withholdings and authorized or required deductions, or (ii) and $103,013.00 22,000 shares of the Company’s Common Stock, paid or delivered, as applicable, on the sixtieth (60th) calendar day following the Separation Date; provided that such shares, if applicable, may not be sold, assigned, conveyed, gifted, pledged, hypothecated or otherwise transferred in any manner, other than by will be paid on or about the eighteen-month laws of descent or distribution, prior to the third anniversary of the Separation Date (August 10, 2016). (d) The Benefits Payment will be paid in a lump sum on the date that is thirty (30) days after the Separation Date. (e) Employee shall also remain entitled to receive a pro-rata bonus with respect to the 2015 fiscal year, based on the number of whole months worked in fiscal 2015 (including and through the end of February 2015) and determined by the Board of Directors of IASIS or an applicable committee thereof based on actual performance. The pro-rata bonus will be paid to Employee when bonuses are otherwise paid to active employees of the Employer, but not later than March 15, 2016.; and (f) All payments made in the event that a Change of Control (as defined in the Company’s Management Incentive Plan) occurs on or prior to October 27, 2018, the 44,000 shares of the Company’s Common Stock covered by the Employer award of restricted stock units granted to you under this the Company’s Management Incentive Plan and the Restricted Stock Unit Award Agreement shall thereunder, dated as of May 4, 2017 (the “RSU Agreement”), that were scheduled to vest in installments of 22,000 shares on May 4, 2019 and 22,000 shares on May 4, 2020 will immediately be reduced by any tax or other amounts required to be withheld by the Employer under applicable law100% vested. Employee acknowledges that he would not be entitled to the Separation Payments described in this This arrangement supersedes Section 2 but for his execution of this Separation Agreement. (g2(c) Employee acknowledges and agrees that he has received from Employer all of the money to RSU Agreement, which he is entitled from Employer would provide for work performed for the Employer or otherwise through January 31, 2015. Employee will receive a check from Employer no later than five (5) business days from the Separation Date as payment for all immediate forfeiture of the money to which Employee is entitled for work performed for the Employer in February 2015, as well as pay for any vacation days Employee had earned, but not used, as of unvested restricted stock units upon the Separation Date. For clarity, determined in accordance with the Employer’s policy and as reflected you will not be eligible to vest in the books and records of Employer. Employee agrees 22,000 shares covered by the RSU Agreement that no further compensation other than as expressly set forth herein is owed were scheduled to Employee. (h) No further severancevest on May 4, salary, vacation pay, sick pay, fringe benefits or other payments beyond those contemplated by this Section 2 shall be made by Employer to Employee, or demanded by Employee from Employer, in consideration for entering into this Separation Agreement2018, and Employee waives any the 44,000 shares covered by the RSU Agreement that were scheduled to vest in installments on May 4 of 2019 and all claims he may have 2020 will only become vested in the event that a Change of Control occurs on or prior to receive any additional amounts from Employer arising from or in connection with his employment with EmployerOctober 27, 2018. (i) It is understood and agreed that this Agreement is in compromise of all existing, potential or disputed claims, and that the consideration paid to Employee is not to be construed as an admission of liability or any wrongdoing by Employer, or anyone acting through or on behalf of the Employer.

Separation Payments. Employee In consideration of the covenants set forth herein and Employer agree as follows:the Effective Date and the Re-Execution Effective Date, the Company will provide you with the following payments and benefits (collectively, the “Separation Payments”): (a) In consideration of Employee’s undertakings herein, including the waiver and general release of claims below, and in light of the parties’ prior agreements concerning payments upon termination set forth in Section 10 of Employee’s Employment Agreement, Employer will pay Employee separation payments (“Separation Payments”) in the total an aggregate gross amount of Nine Hundred Fifty-One Thousand Three Hundred Thirty dollars $1,691,000 ($951,330the “Severance”), less all applicable withholdings and authorized or required withholdings. The deductions, which will be paid to you in installments, with the first installment of $845,500 paid on the sixtieth (60th) calendar day following the Separation Payments represent an amount equal to Date (a) 150% provided that the Re-Execution Effective Date occurs), and the remaining $845,500 paid in installments of $211,375 on each of the Employee’s base salary ($618,075three, four, five and six month anniversaries of the ‘‘Salary Payment”), Separation Date; (b) 150% of to the Employeeextent you timely elect COBRA continuation coverage under the Company’s annual target bonus ($309,038group insurance plans, the “Bonus Payment”Company will reimburse you for the amount of COBRA continuation premiums (less required co-pay) and until the earlier of (ci) a lump sum payment of $24,217 representing the present value of applicable medical, life and disability insurance coverage for eighteen (18) 12 months following the Separation Date and (ii) such time as you are no longer eligible for COBRA continuation coverage (with you being required to notify the “Benefits Payment”Company within one week after becoming eligible for group medical coverage from another employer). (b) The Salary Payment will be paid by salary continuation following the Separation Date in accordance with the normal payroll schedule of Employer over eighteen (18) months in equal payments, each in the gross amount of $34,337.50, commencing no earlier than thirty (30) days after the Separation Date.; (c) The Bonus Payment the Company will reimburse you for (i) financial counseling services for 12 months following the Separation Date, subject to a maximum benefit of $30,000, and (ii) outplacement counseling services for 12 months following the Separation Date, subject to a maximum benefit of $30,000. You will be paid responsible for selecting any financial counseling advisors and any outplacement services providers; (d) the option to purchase 88,000 shares of the Company’s Common Stock that was granted to you under the Company’s Management Incentive Plan and the Stock Option Award Agreement thereunder, dated as follows: $206,025.00 of May 4, 2017 (the “Option Agreement”), will be paid fully vest on the one-year Separation Date and will remain exercisable until it expires on the second anniversary of the Separation Date; (e) at your election as indicated on the signature page hereto (provided that the Re-Execution Effective Date occurs), either (February 10i) a cash payment of $207,384, 2016less all applicable withholdings and authorized or required deductions, or (ii) and $103,013.00 29,333 shares of the Company’s Common Stock, paid or delivered, as applicable, on the sixtieth (60th) calendar day following the Separation Date; provided that such shares, if applicable, may not be sold, assigned, conveyed, gifted, pledged, hypothecated or otherwise transferred in any manner, other than by will be paid on or about the eighteen-month laws of descent or distribution, prior to the third anniversary of the Separation Date (August 10, 2016). (d) The Benefits Payment will be paid in a lump sum on the date that is thirty (30) days after the Separation Date. (e) Employee shall also remain entitled to receive a pro-rata bonus with respect to the 2015 fiscal year, based on the number of whole months worked in fiscal 2015 (including and through the end of February 2015) and determined by the Board of Directors of IASIS or an applicable committee thereof based on actual performance. The pro-rata bonus will be paid to Employee when bonuses are otherwise paid to active employees of the Employer, but not later than March 15, 2016.; and (f) All payments made in the event that a Change of Control (as defined in the Company’s Management Incentive Plan) occurs on or prior to October 27, 2018, the 58,667 shares of the Company’s Common Stock covered by the Employer award of restricted stock units granted to you under this the Company’s Management Incentive Plan and the Restricted Stock Unit Award Agreement shall thereunder, dated as of May 4, 2017 (the “RSU Agreement”), that were scheduled to vest in installments of 29,333 shares on May 4, 2019 and 29,334 shares on May 4, 2020 will immediately be reduced by any tax or other amounts required to be withheld by the Employer under applicable law100% vested. Employee acknowledges that he would not be entitled to the Separation Payments described in this This arrangement supersedes Section 2 but for his execution of this Separation Agreement. (g2(c) Employee acknowledges and agrees that he has received from Employer all of the money to RSU Agreement, which he is entitled from Employer would provide for work performed for the Employer or otherwise through January 31, 2015. Employee will receive a check from Employer no later than five (5) business days from the Separation Date as payment for all immediate forfeiture of the money to which Employee is entitled for work performed for the Employer in February 2015, as well as pay for any vacation days Employee had earned, but not used, as of unvested restricted stock units upon the Separation Date. For clarity, determined in accordance with the Employer’s policy and as reflected you will not be eligible to vest in the books and records of Employer. Employee agrees 29,333 shares covered by the RSU Agreement that no further compensation other than as expressly set forth herein is owed were scheduled to Employee. (h) No further severancevest on May 4, salary, vacation pay, sick pay, fringe benefits or other payments beyond those contemplated by this Section 2 shall be made by Employer to Employee, or demanded by Employee from Employer, in consideration for entering into this Separation Agreement2018, and Employee waives any the 58,667 shares covered by the RSU Agreement that were scheduled to vest in installments on May 4 of 2019 and all claims he may have 2020 will only become vested in the event that a Change of Control occurs on or prior to receive any additional amounts from Employer arising from or in connection with his employment with EmployerOctober 27, 2018. (i) It is understood and agreed that this Agreement is in compromise of all existing, potential or disputed claims, and that the consideration paid to Employee is not to be construed as an admission of liability or any wrongdoing by Employer, or anyone acting through or on behalf of the Employer.

Separation Payments. Employee In connection with the termination of your employment with the Company, and Employer agree as follows:in consideration of your obligations and agreements set forth in this Letter Agreement, you will be entitled to the following payments and benefits (in each case, less applicable tax withholdings): (a) In consideration of Employee’s undertakings herein, including the waiver and general release of claims below, and in light of the parties’ prior agreements concerning payments upon termination set forth in Section 10 of Employee’s Employment Agreement, Employer The Company will pay Employee separation payments you, promptly after the date the release in Paragraph 4 below becomes effective (“Separation Payments”) in the total aggregate gross amount of Nine Hundred Fifty-One Thousand Three Hundred Thirty dollars ($951,330"Release Effective Date"), less required withholdings. The Separation Payments represent an amount which based on the terms of this Letter Agreement will be prior to March 15, 2020, a cash lump payment equal to the sum of one times (ai) 150% of the Employee’s your current annual base salary ($618,075, the ‘‘Salary Payment”), (b) 150% of the Employee’s annual target bonus ($309,038, the “Bonus Payment”450,000) and (cii) a lump sum payment of $24,217 representing the present value of applicable medical, life and disability insurance coverage for eighteen (18) months following the Separation Date bonus (the “Benefits PaymentBonus”)) equal to $450,000 multiplied by a fraction (but in no event greater than 1) the numerator of which is the number of calendar days in 2019 prior to and including the Termination Date and the denominator of which is 365. The Bonus shall be in lieu of the Termination Bonus due under the Severance Agreement. (b) The Salary Payment Company will be paid by salary continuation following pay you, promptly after the Separation Date in accordance with the normal payroll schedule of Employer over eighteen (18) months in equal paymentsRelease Effective Date, each in the gross amount a cash lump sum of $34,337.5020,970.96, commencing no earlier than thirty (30) days after which is equal to the Separation Datesum of 12 months of company contributions for group life, long-term disability and health insurance benefits. (c) The Bonus Payment will be paid as follows: $206,025.00 will be paid on Pursuant to and in accordance with the one-year anniversary terms of the Separation Date Notice of Key Employee Incentive Plan Cash Award (February 10the “▇▇▇▇ Award”) dated August 24, 2016) and $103,013.00 will be paid on or about the eighteen-month anniversary 2018, following ratification of the Separation Date (August 102019 revenue performance target achievements, 2016)if and to the extent achieved, the Company will promptly pay you a pro-rated portion of the final installment of your ▇▇▇▇ Award based on time served, as calculated in the notice and at the times set forth in the notice. (d) The Benefits Payment Pursuant to and in accordance with the terms of each of the Notice of Long Term Incentive Cash Award dated January 1, 2017 and the Notice of Long Term Incentive Cash Award dated June 2, 2016 (your “LTI Awards”), following certification of the achievement of the applicable targets, if and to the extent achieved, the Company will be paid pay you a pro-rated portion of the unvested installments under the LTI Awards based on time served, as calculated in a lump sum on each notice and at the date that is thirty (30) days after the Separation Datetimes set forth in each notice. (e) Employee Pursuant to and in accordance with the terms of the retention bonus letter agreement dated February 9, 2017, the Company shall also remain entitled to receive a pro-rata pay you, promptly after the Termination Date, the second and final tranche of the retention bonus with respect ($71,250) to the 2015 fiscal year, based on the number of whole months worked in fiscal 2015 (including and through the end of February 2015) and determined by the Board of Directors of IASIS or an applicable committee thereof based on actual performance. The pro-rata bonus will be paid to Employee when bonuses are otherwise paid to active employees extent such amount remains unpaid as of the Employer, but not later than March 15, 2016Termination Date. (f) All payments made by The Company will pay you, promptly after the Employer under this Agreement shall be reduced by Termination Date, a cash lump sum equal to (i) your base salary accrued through the Termination Date and (ii) any tax or other amounts required to be withheld by the Employer under applicable law. Employee acknowledges that he would not be entitled earned but unused vacation pay, in each case to the Separation Payments described in this Section 2 but for his execution of this Separation Agreementextent not previously paid. (g) Employee acknowledges and agrees that he has received from Employer all The Company will pay you, promptly after submission of the money to which he is entitled from Employer for work performed for the Employer or otherwise through January 31appropriate expense documentation, 2015. Employee will receive a check from Employer no later than five (5) business days from the Separation Date as payment for all of the money to which Employee is entitled for work performed for the Employer in February 2015, as well as pay reimbursement for any vacation days Employee had earned, but not used, as of travel or business expenses through the Separation Termination Date, determined in accordance with the Employer’s policy and as reflected in the books and records of Employer. Employee agrees that no further compensation other than as expressly set forth herein is owed to Employee. (h) No further severanceThe Company will continue to provide health and wellness benefits, salaryincluding access to the Employee Assistance Program, vacation pay, sick pay, fringe through the end of the month of the Termination Date. You may elect to continue your health benefits or other payments beyond those contemplated this date through COBRA by this Section 2 shall be made by Employer to Employee, or demanded by Employee from Employer, in consideration for entering into this Separation Agreement, paying the required contribution. Pay Flex (888-678-7835) will notify you of your rights and Employee waives any and all claims he may have to receive any additional amounts from Employer arising from or in connection with his employment with Employerelections. (i) It is understood and agreed that this Agreement is in compromise of all existing, potential or disputed claims, and that If earned under the consideration paid to Employee is not to be construed as an admission of liability or any wrongdoing by Employer, or anyone acting through or on behalf terms of the EmployerRSU Agreement, all or a portion of the Retention Award will accelerate and pay out on the Release Effective Date. March 26, 2019 (j) The Company will pay for the United States and Luxembourg tax preparation services for the 2018 tax year, using the Company’s preferred tax preparation service provider.